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Notice of meeting Ordinary and Extraordinary Shareholders’ Meeting of April 25, 2019 to be held at 3 p.m. at Palais des Congrès Amphithéartre Bordeaux 2, place de la Porte Maillot 75017 Paris Ambitious outlook. Positive action. Full accountability. Discover our impact for a more sustainable world. schneider-electric.com
Toll-free number for investors in France: 0 800 004 120 for investors abroad: 00 33 1 40 14 03 43 Web site: www.schneider-electric.com/ww/en How to reach BY PUBLIC TRANSPORT FROM PARIS – CHARLES-DE-GAULLE AIRPORT • Metro line 1 – Porte Maillot station • Air France coaches direct to Porte Maillot roughly every 30 • RER C – Neuilly – Porte Maillot station minutes • RER B direction Saint-Rémy-lès-Chevreuse to Saint-Michel – AIRPORT SHUTTLES FROM PORTE MAILLOT Notre-Dame station • Air France coaches From Saint-Michel – Notre-Dame station • Beauvais Airport shuttles • RER C direction Pontoise to Neuilly – Porte Maillot station FROM PARIS – ORLY AIRPORT • Orlyval to Antony station • RER B direction Mitry-Claye or Paris – Charles-de-Gaulle Airport to Châtelet-les-Halles From Châtelet-les-Halles station • Metro line 1 direction La Défense to Porte Maillot station
0 Contents 1 A statement from Chairman and CEO – Jean-Pascal Tricoire 2 2 Interview with Emmanuel Babeau, Deputy CEO in charge of Finance and Legal Affairs 4 3 Agenda 5 4 Corporate governance 6 5 eport of the Vice-chairman independent lead R director of the board of directors 18 6 ummary overview of the Company’s financial S situation and business activity in 2018 19 7 resentation of the agenda of the Ordinary P and Extraordinary Shareholders’ Meeting 22 8 tatutory Auditors’ report on regulated S agreements and commitments 36 9 Resolutions 40 10 Conditions to attend the Shareholders’ Meeting 52 11 Request for information 55 Schneider Electric Notice of Meeting 2019 1
A statement from Chairman and CEO – Jean-Pascal Tricoire 2018 was a great year with strong growth. 2018 was a great year with strong growth across both businesses and all geographies. Group revenue and adjusted EBITA increased respectively by +7% and +10% organic, and net income reached a record high. We took on the challenge of energy transition and Industry 4.0, accelerating the execution of our strategy. A strong performance in FY18 We accelerated the execution of our strategy Schneider Electric’s revenues rose to EUR25.7 billion in 2018, After a few years of integration, in 2018 we finalized the consolidation of representing an organic growth of approximately 7% overall, with our our businesses into two core activities: Energy Management and Industry core offerings of Energy Management (Medium Voltage, Low Voltage, Automation. Our country organizations combine both businesses to Secure Power) and Industrial Automation contributing to our strong provide our customers with more integrated energy and automation growth, up respectively by +6.3% and +7.6% organic. digital solutions to serve their efficiency and sustainability needs. This translates into more cross-selling of technologies, more products In 2018 we benefited from our balanced and geographically spread provided through an enlarged network of partners, more services, more exposure with all regions recording organic growth. Asia Pacific, our software, and a more targeted development of systems, which creates largest region with 29% of revenues grew by +10%. It is approximately 6 a solid base for growth in 2019. times the revenues generated 15 years ago in the area, demonstrating the success of our globalization policy. North America also delivered a More products and the most extensive network of partners strong performance with approximately +8% organic growth. Western worldwide Europe, and Rest of the World generated organic growth of +3% and We continued to design and sell technology (products, services and +5% respectively. software) for our customers to integrate, thanks to the most extensive network of local partners in the world (more than 650,000 worldwide). We continued to deliver profitable growth in 2018, improving the Our multi-local organizational model is fully operational and adapted to operational margin by +50bps organic to 15.1% and delivered a new the different local ecosystems, allowing for unmatched proximity to our high in terms of Net Income and EPS (+9.3%), while building our long customers. term capabilities and increasing investments in R&D, Services, and Digital Capabilities. This year we brought strong innovation to our customers, with almost 150 new launches, showcasing many of them in an Innovation World Tour, Additionally, we continue to focus on generating attractive returns to with Innovation Summits and Innovation Days gathering nearly 30,000 our shareholders. After an active period of acquisitions to build our customers from around the world. strong portfolio of technologies, we have returned approximately 80% of our free-cash-flow to shareholders over the past 4 years, rewarding An outstanding growth of services their long-term support for the development of the group. This year, we In 2018, with a 9% organic growth, we kept developing stronger services. are increasing our proposed dividend by +7% to €2.35 per share and This is just the beginning, and they are expected to grow further, in initiating a new €1.5 to €2.0bn share buyback program. volume and share within portfolio, as there is a huge potential for field and digital services, for buildings, data centers, industry and infrastructure. 2 Schneider Electric Notice of Meeting 2019
1 Digitization at scale Our commitment is fully recognized, and we have received +7% In 2018, we continued to invest in our digital journey. We numerous external recognitions regarding our progress Organic Revenue deployed at scale EcoStruxure™, our global, homogenous on these fundamental topics. In particular, in 2018, and agnostic platform, bringing our customers integrated Schneider Electric was ranked #12 globally for supply €25.7bn and digitized solutions to manage the full equation of efficiency and sustainability: Energy management for energy chain performance in Gartner’s Global Top 25, and #2 in the Industry sector. It is a clear recognition of all the efforts and environmental efficiency and Automation for process undertaken to build a tailored sustainable and connected efficiency. We enhance the digital portfolio with a full set of supply chain, with focus on regional manufacturing, and +8% integrated offerings and customer value propositions, from displaying strong credentials for the technologies we R&D investment asset management to software and digital services, while propose to our customers in the field of industry 4.0. We have developing further our operating model and enhancing our also been selected for 8 years now on the CDP climate A list. €1.3bn capabilities. EcoStruxure™ growth is in this context clearly above the group average, as we reached in 2018 the target Building a more sustainable world is a real driver of c. 5% of revenues of 2 million assets under management, with an outstanding innovation, a lever for growth and a legitimate factor of pride 34% year over year performance, bringing our customers and belonging for associates and partners. major improvements in efficiency and sustainability but also in safety and reliability. Great people make a great company +9% In this spirit, in 2018, Schneider Electric confirmed its place Net profit in 2018 In Software, we made, a big step forward toward among the world’s leading socially responsible companies. digitization in 2018, with double-digit growth. With the Human potential is at the core of our company. Progress €2.3bn AVEVA acquisition in March 2018, Schneider Electric has become a global leader in industrial and engineering is led by people: Nothing would be possible without our fantastic human capital – our employees, partners, software, with a # 1 position in process industries. The customers and communities with whom we operate. People group offers its customers, regardless of their market (oil choose to join, stay and remain engaged with Schneider and gas, chemicals, naval industry, power plants, water, Electric, because we all share the same distinctive core waste, smart city, or agribusiness, etc.), location, or size, values and vision of who we are, of what we do and how we an extensive technology portfolio to serve customers’ should do it. We create and provide equal opportunities for efficiency and performance with solutions covering all everyone, everywhere and continuously create an inclusive aspects of the digital management of industrial assets, environment and welcome people from all walks of life. We from design through construction to operation. AVEVA are empowered to do our best and innovate, while living contribute strongly in making a very successful integration, our unique life and work. In 2018, we summarized this developing strong synergies with the rest of Schneider new People Vision, to guide our choices and behaviors, Electric. The year was also marked by the acquisition into three pillars: being the most meaningful, inclusive and of IGE+XAO, a leader in design software for electrical empowered, supported by a mode of organization which is installations, strengthening our portfolio and stepping up global and connected. our offering in specialized software. 2019 outlook : the world is moving in our direction 2018 also saw the launch of Schneider Electric Ventures, Looking ahead to 2019, the momentum is good for our with the objective to foster innovation by harnessing the business and market, as we serve the two major transitions best talent, ideas and technology from inside and outside of of the energy world: the Energy Transition and Industry Schneider Electric. It will nurture tomorrow’s transformational 4.0. We therefore plan to continue to grow and expand our and disruptive innovations with funding, incubation profitability, based on the execution of our strategic priorities. and partnerships. We will continue to develop a larger network of partners, growing our services, offering more digital solutions through One overarching goal: to serve a sustainable world EcoStruxure™ for efficiency and sustainability, and a broader At Schneider Electric, sustainability is at the heart of line of software and digital services. everything we do. We want what we do to be meaningful and, through our culture and leadership, we aim to The world indeed continues to transform, driven by bring energy and efficiency to enable life, progress and megatrends such as urbanization, industrialization sustainability for all. We are thus inventing and delivering of new economies and digitization of businesses and technologies for a more sustainable world, i.e. working to society. It is becoming more electric, more digital, and make energy cheaper, greener, and reducing the impact more decentralized. These new capabilities are creating of human activity on natural resources. Reducing energy new customer requirements across our markets, from and raw material consumption is imperative for all of us, cybersecurity to artificial intelligence, from edge computing from buildings to industry, from cities to data centers. We to clean electrification, from digital twins to smart buildings. support our customers on a daily basis in this shift with We fully address those new dimensions, supplying digital our digital technologies, and we have set for ourselves solutions, and we are committed to capture these market credible and ambitious goals for nearly 15 years in our opportunities. We will keep on extending our strong Schneider Sustainability Impact. Each quarter, we measure community and unique ecosystem, and innovating to benefit progress and develop best practices, and I am proud our partners, customers and society. that our performance in 2018 exceeded by far the targets (173%). As a Member of the Board of the United Nations We are and will remain a responsible actor contributing, Global Compact, I want to reaffirm my support for the Ten together with you, to the emergence of a better world, more Principles of the UN Global Compact, and the 17 Sustainable respectful of the environment and individuals. Development Goals. That is why, collectively, within Schneider Electric, we decided to reinforce our ambition Jean-Pascal Tricoire, for next year in five areas: climate, circular economy, health Chairman and CEO and equity, ethics, and development, to continue to be a leader in this field. Schneider Electric Notice of Meeting 2019 3
Interview with Emmanuel Babeau, Deputy CEO in charge of Finance and Legal Affairs 2 In 2018, we delivered strong operational and financial performance, reaching a new record high EPS. +40bps before Forex Free Return on Capital cash flow Employed €2.1bn 11.8% What were the highlights of the 2018 performance for Could you share your medium-term ambition to increase Schneider Electric? operating profitability? Strong execution and focus on our strategic priorities were key to We have the ambition to increase our operational margin and therefore delivering the strong operational and financial performance in 2018. With move the Group closer to the upper-end of our stated 13% to 17% the good momentum in products, services and software, we recorded adjusted EBITA margin range which we target through the cycle. In order 6.6% organic growth and reached €25.7bn in revenue. Our gross margin to achieve this ambition, we will keep working on the levers within our continues to develop well and reached 39%, improving consistently over control to improve the underlying performance of Schneider Electric. We the past three years, reflecting our focus on high value-added products will continue to focus on generating profitable growth while maintaining a and solutions. We kept working on efficiency of our support function costs strong focus on industrial productivity, organizational simplification and (SFC) and improved our SFC to revenues ratio by 50bps organically while efficiency. We will also further concentrate our portfolio of technologies continuing to invest in our digital and marketing capabilities. Through the on the core Energy Management and Industrial Automation businesses combination of a good level of gross margin and SFC leverage, we grew and have put under review assets representing c.€1.5 to €2bn in revenue our adjusted EBITA by +10% organic, exceeding for the second year in terms. Overall, we are targeting to improve the adjusted EBITA margin a row the top end of our targeted range (+4% to +7%) and our adjusted by c.200bps (before FX) over the next three years. EBITA margin improved by 50bps organically to reach 15.1%. Recent acquisitions (Asco Power, IGE + XAO and AVEVA) also contributed How do you intend to drive shareholder value in the next years? positively, all delivering a strong performance. As a result of this strong We have positioned the company on two powerful and structural global operational performance, coupled with an improving cost of financing, demand drivers, specifically the energy transition and the industry of our Net Income increased by +9%. Overall, we are reaching a new the future, which represent strong opportunities for the business in record high level in terms of earning per share, enabling us to increase the medium and long term. Our two synergetic businesses: Energy our proposed dividend by +7%. Management and Industrial Automation have leading market positions in their respective markets and are ideally positioned to benefit from The Group targets an organic growth in operating profit in 2019, these secular trends while delivering strong financial performance to what are the key levers? our shareholders. Our priority for 2019 is to continue to deliver profitable growth, targeting organic growth in our adjusted EBITA within the range of +4% to +7%, With close to +8% organic growth per year in our operating profit over in-line with our previously stated average yearly objective for the period the past three years, our objective is to continue generating strong 2017-2019. To deliver this strong performance, the Group will use two earnings growth through a combination of top line growth and margin levers: firstly, organic topline growth where the Group targets between expansion. Combined with the strong FCF generation and our solid +3% and +5% and, secondly, organic adjusted EBITA margin expansion balance sheet, this allows us to offer attractive returns to shareholders of +20bps to +50bps. through a progressive dividend policy and a newly launched €1.5bn to €2bn share buyback program over the next 3 years. Emmanuel Babeau, Deputy CEO in charge of finance and legal affairs 4 Schneider Electric Notice of Meeting 2019
3 The board of directors has decided to convene the Schneider Electric SE’s Shareholders Ordinary and Extraordinary Meeting on April 25, 2019 At 3:00 p.m. At Palais des Congrès – Amphithéâtre Bordeaux 2, place de la Porte Maillot, 75017 Paris The board of directors has set the following agenda Agenda Draft resolutions are set forth in pages 40 to 51. Within the material jurisdiction of the ordinary general assembly: • Reports issued by the board of directors and the statutory auditors • Approval of principles and criteria for determining, allocating and on accounts for the 2018 financial year; granting the elements of the compensation and benefits of all types • Approval of corporate financial statements for the 2018 financial year; that may be granted to the Chairman and Chief Executive Officer in • Approval of consolidated financial statements for the 2018 respect of the 2019 financial year; financial year; • Approval of principles and criteria for determining, allocating and • Appropriation of profit for the financial year and setting the dividend; granting the elements of the compensation and benefits of all types • Information regarding regulated agreements and commitments that may be granted to the Deputy Chief Executive Officer in respect undertaken during previous financial years; of the 2019 financial year; • Approval of elements of the compensation and benefits of all types • Renewal of a directorship: Mr. Greg Spierkel; paid, due or awarded in respect of the 2018 financial year to Mr. Jean- • Appointment of three directors: Ms. Carolina Dybeck Happe, Pascal Tricoire; Ms. Xuezheng Ma, Mr. Lip-Bu Tan; • Approval of elements of the compensation and benefits of all • Determination of the amount of directors’ fees to be allocated to the types paid, due or awarded in respect of the 2018 financial year to board of directors; Mr. Emmanuel Babeau; • Authorization granted to the board of directors to buy back Company shares – maximum purchase price per share EUR90; Within the material jurisdiction of the extraordinary general assembly: • Delegation of authority to the board of directors to increase the nominal amount of EUR115 million, i.e. 4.96% of capital, by issuing ordinary share capital within the limit of EUR800 million, i.e. approximately shares or securities giving access to the capital of the Company or 34.53% of the capital on December 31, 2018, by issuing ordinary any of its subsidiaries, the issue price of which shall be decided by shares or securities giving access to capital of the Company or any the board of directors in accordance with the terms and conditions of its subsidiaries with shareholders’ preferential subscription right; determined by the Annual General Shareholders’ Meeting; • Delegation of authority to the board of directors to increase the share • Authorization to the board of directors to make grants of free shares capital by capitalizing reserves, earnings, premiums or other amounts (on the basis of existing shares or shares to be issued) to Corporate for which capitalization may be allowed; Officers and employees of the Company or of companies affiliated • Delegation of authority to the board of directors to increase the therewith, subject to performance conditions, as the case may be, nominal share capital within the limit of EUR230 million, i.e. 9.93% up to a limit of 2% of the share capital, without the shareholders’ of the capital on December 31, 2018, by issuing ordinary shares or preferential subscription right; securities giving access to the capital of the Company or any of its • Delegation of authority to the board of directors to undertake capital subsidiaries without shareholders’ preferential subscription right increases reserved for participants in a Company Savings Plan up through a public offering. This delegation may be used to pay for to a limit of 2% of share capital, without shareholders’ preferential contributions of securities in connection with a public exchange offer subscription right; initiated by the Company; • Delegation of powers to the board of directors to undertake capital • Delegation of authority to the board of directors to increase the increases reserved for a category of beneficiaries: in favor of amount of an initial issue, as approved pursuant to the fifteenth and employees of foreign companies of the Group, either directly or via the seventeenth resolutions, with or without shareholders’ preferential entities acting on their behalf thereof to offer to employees of foreign subscription right; companies of the Group benefits comparable to those offered to • Delegation of powers to the board of directors to increase the share participants in the Company Savings Plan up to 1% of share capital, capital within the limit of 9.93% of the share capital for the purpose of without shareholders’ preferential subscription right; paying for contributions in kind; • Authorization to the board of directors to cancel shares of the • Delegation of authority to the board of directors to undertake, Company, if any, bought back on the terms and conditions approved through an offering as set forth in Paragraph II of Article L.411-2 at the Annual General Shareholders’ Meeting, up to a maximum of of the French Monetary and Financial Code, without shareholders’ 10% of the share capital; preferential subscription right, a capital increase up to a nominal • Powers for formalities. Schneider Electric Notice of Meeting 2019 5
Corporate governance Composition of the board of directors (February 13, 2019) Mr. Jean-Pascal Tricoire Mr. Léo Apotheker* Chairman of the board of directors and Chief Executive Officer Vice-chairman independent lead director Age: 55 years Age: 65 years Nationality: French Nationality: French/German Business Address: Schneider Electric, 35, rue Joseph Monier, Business Address: Flat A, 15 Eaton Square 92500 Rueil-Malmaison, France London SW1W 9DD, England 623,523 (1) Schneider Electric SE shares 3,093 Schneider Electric SE shares Experience and qualifications After graduating from ESEO Angers and obtaining a MBA Léo Apotheker began his career in 1978 in management control from EM Lyon, Jean-Pascal Tricoire spent his early career after graduating with a degree in international relations and with Alcatel, Schlumberger and Saint-Gobain and joined the economics from the Hebrew University in Jerusalem. He then Schneider Electric Group (Merlin Gerin) in 1986. From 1988 held management and executive responsibilities in several to 1999 he occupied operational functions within Schneider firms specializing in information systems including SAP France Electric abroad, in Italy (5 years), China (5 years) and South & Belgium, where he was Chairman and CEO between 1988 Africa (1 year). He held corporate positions from 1999 to and 1991. Mr. Apotheker was founding Chairman and CEO 2001: Director in charge of Strategic Global Accounts and the of ECsoft. In 1995, he returned to SAP as Chairman of SAP “Schneider 2000 +” strategic plan. From January 2002 to the France. After various appointments within SAP as regional end of 2003, he was Executive Vice-President of Schneider director, in 2002 he was appointed as a member of the Electric’s International Division. In October 2003, he was Executive Committee and Chairman of Customer Solutions & appointed Deputy CEO, before becoming Chairman of the Operations, then in 2007 as Chairman CSO and Deputy CEO management board of Schneider Electric SA on May 3, 2006. of SAP AG and in 2008 CEO of SAP AG. In 2010, he became On April 25, 2013, following the change in mode of governance CEO and Chairman of Hewlett-Packard, a position he held until of the Company, he was appointed Chairman and CEO then the fall of 2011. Voting member of the Schneider Electric SA, re-elected on April 25, 2017. now Schneider Electric SE, board since 2008, Léo Apotheker was appointed Vice-Chairman independent lead director in May 2014. Term of office First appointed: 2013/Term ends: 2021 First appointed: 2008/Term ends: 2020 Current directorship Chairman and CEO of Schneider Electric SE, Chairman Vice-chairman independent lead director of Schneider and CEO of Schneider Electric Industries SAS, Director of Electric SE. DELIXI Electric Ltd, Director of Schneider Electric USA, Inc., Director and Chairman of the board of directors of Schneider Electric Asia Pacific Ltd, Chairman of the board of directors of Schneider Electric Holdings Inc. Current external Chairman of the France-China Committee. Other directorships at a listed company: appointments Director of NICE-Systems Ltd (Israel). Other directorships or functions: Chairman of the board of directors of Unit 4 NV (the Netherlands), Chairman of the Supervisory board of Signavio GmbH (Germany), Chairman of Syncron International AB (Sweden), Director of KMD A.S. (Denmark), Director of P2 Energy Solutions (United States), Director of Taulia (United States). Previous directorship Previous directorships and functions held in the past Previous directorships and functions held in the past 5 years: 5 years: Chairman of the management board of Schneider Manager of “Efficiency Capital” fund, Member of the Electric SA. supervisory board of Steria, Chairman of the board of KMD A.S. (Denmark). Committee membership Chairperson of the Governance and remunerations committee and member of the Digital committee. Note: bold indicates the names of companies whose securities are listed on a regulated market. (1) Held directly or through the FCPE. * An independent director within the meaning of the AFEP/MEDEF corporate governance Code. 6 Schneider Electric Notice of Meeting 2019
4 Ms. Betsy Atkins* Ms. Cécile Cabanis* Director of Schneider Electric SE Director of Schneider Electric SE Age: 65 years Age: 47 years Nationality: American Nationality: French Business address: BAJACORP, 10 Edgewater Drive, Ste 10A Business Address: Danone, 17 boulevard Haussmann, Coral Gables, FL 33133, United States 75009 Paris, France 1,000 Schneider Electric SE shares 1,000 Schneider Electric SE shares Experience and qualifications After graduating from the University of Massachusetts, Betsy Cécile Cabanis started her career in 1995 at L’Oréal in South Atkins began her career co-founding several successful Africa, and then in France. In 2000, she became Deputy high-tech and consumer companies, including Ascend Director of the Orange group’s Mergers and Acquisitions Communications. In addition, she served as Chairman and Department. In 2004, she joined Danone as Corporate Finance CEO of Clear Standards from 2008-2009, Chairman and CEO Director, and subsequently Head of Mergers & Acquisitions. of NCI from 1991 to 1993 and as CEO of Key Supercomputer In 2010, Cécile Cabanis was appointed Financial Director for from 1987 to 1989. the worldwide Fresh Dairy Products business. Since February 2015, she has been Chief Financial Officer and a member of the Executive Committee of Danone. She became the Head of Information Systems and Technologies in March 2017, and she has been in charge of Cycles, Procurement and Sustainable Resources Development at Danone since October 2017. She is a member of the board of directors of Danone. Term of office First appointed: 2011/Term ends: 2019 First appointed: 2016/Term ends: 2020 Current directorship Director of Schneider Electric SE Director of Schneider Electric SE Current external Other directorships or functions at listed companies: Other directorships or functions at listed companies: appointments Member of the board of directors, Chairperson of the Director, Chief financial officer, IS/IT, Cycles and Purchases Compensation committee and member of the Nominated and and member of the Executive Committee of Danone SA Governance committee of Wynn Resorts Inc. (United States), (France), Member of the Supervisory board of Mediawan Member of the board of directors and member of the Audit (France). committee of SL Green Realty Corp. (United States), Other directorships or functions: Other directorships or functions: Director of Michel et Augustin SAS (France), Member of the Member of the board of directors of Volvo Cars AB (Sweden); supervisory Board of Société éditrice du Monde (France), CEO of Baja LLC. Director and Chairman of Livelihoods Fund (SICAV) (Luxembourg). Previous directorship Previous directorships and functions held in the past Previous directorships and functions held in the past 5 years: 5 years: Member of the Financial Policy & Compensation committee Non voting director of Schneider Electric SE, Director of of Cognizant Inc. (United States), Member of the board of Danone Djurdjura, Danone fund for Ecosystem, Produits directors of HD Supply Holdings, Inc. (United States), Laitiers Frais Iberia, Danone SA, Compagnie Gervais Danone, Chairman of the Compensation committee and member of the Dan Trade B.V., Danone CIS Holdings B.V., Danone Industria board of directors of Polycom Inc. (United States), Member LLC, Danone Russia, DanoneWave (Public Benefit Corporation of the board of directors of Chico’s FAS Inc. (United States), – United Sates), Member of the supervisory board of Danone of Wix (Israel) and of Ciber (United States), Chairman and Sp. z.o.o. and of Toeca International Company B.V. CEO of Clear Standards, Inc. (United States), Chairman of the Governance committee and member of the board of directors of Darden (United States), Chairman of the advisory board of SAP, Member of ZocDoc advisory board. Committee membership Member of the Investment committee and of the Digital Chairperson of the Audit and Risks committee. committee. Note: bold indicates the names of companies whose securities are listed on a regulated market. * An independent director within the meaning of the AFEP/MEDEF corporate governance Code. Schneider Electric Notice of Meeting 2019 7
Corporate governance Mr. Antoine Gosset-Grainville* Mr. Fred Kindle* Director of Schneider Electric SE Director of Schneider Electric SE Age: 52 years Age: 59 years Nationality: French Nationality: Swiss Business Address: BDGS Associés, 51 rue François 1er, Business Address: Vaistligasse 1 9490 Vaduz, Liechtenstein 75008, Paris, France 40,000 Schneider Electric SE shares 1,000 Schneider Electric SE shares Experience and qualifications Antoine Gosset-Grainville, is a graduate of the Institut d’études Fred Kindle graduated from the Swiss Federal Institute politiques in Paris and holds a DESS post-graduate degree in of Technology (ETH) in Zurich and holds an MBA from banking and finance from University Paris IX Dauphine. After Northwestern University, Evanston, USA. He began his career graduating from France’s École Nationale d’Administration, in the Marketing Department of Hilti AG in Liechtenstein from he began his career at the Inspection Générale des Finances 1984 to 1986. From 1988 to 1992, he worked as a consultant at (1994-1997). Then, he became Deputy General Secretary of McKinsey & Company in New York and Zurich. He then joined the European Monetary Committee and later of the Economic Sulzer AG in Switzerland, where he held various management and Financial Committee of the European Union (1997-1999). positions. In 1999, he was appointed Chief Executive Officer He was appointed Adviser for Economic and Monetary Affairs of Sulzer Industries and in 2001, he became CEO of Sulzer AG. in the office of the European Commissioner in charge of Trade (1999-2002). He is a member of the Paris and Brussels Bars, After joining ABB Ltd in 2004, Fred Kindle was appointed Chief and was a partner at the Brussels office of the Gide Loyrette Executive Officer of the ABB group, a position which he held Nouel law firm (2002-2007) before becoming Deputy Director until 2008. He then became a partner at Clayton, Dubilier & in the office of Prime Minister François Fillon (2007-2010). From Rice LLP, a private equity fund based in London and New May 2010 to May 2013, he was Deputy Managing Director of the York. He is now an independent consultant and director at Caisse des Dépôts et Consignations. In June 2013, he became several companies. a partner at BDGS Associés law firm. Term of office First appointed: 2012/Term ends: 2020 First appointed: 2016/Term ends: 2020 Current directorship Director of Schneider Electric SE Director of Schneider Electric SE Current external Other directorships or functions at listed companies: Other directorships or functions at listed companies: appointments Director of the FNAC Group, Director and Chairman of the Audit Chairman of the board of directors of VZ Holding AG Committee of Compagnie des Alpes. (Switzerland) and Chairman of the Compensation Committee. Other directorships or functions: Other directorships or functions: Partner at BDGS Associés law firm. Director of Stadler Bussnang AG (Switzerland) and Chairman of the Strategy Committee. Previous directorship Previous directorships and functions held in the past Previous directorships and functions held in the past 5 years: 5 years: Director of CNP Assurances and Icade, Deputy Managing Non-voting director of Schneider Electric SE, Director of Director of the Caisse des Dépôts et Consignations, Director of Exova Plc (United Kingdom) and member of the Appointments the Fonds Stratégique d’Investissement, La Poste and Véolia- Committee, Partner of Clayton Dubilier & Rice LLC (USA), Transdev, Director of Dexia. Chairman of the board of directors and Chairman of the Compensation Committee of Exova Group PLC (United Kingdom), Chairman of the board of directors of BCA Marketplace Plc (United Kingdom), Director of Rexel SA (France); Lead Director of VZ Holding Ltd (Switzerland), Member of the Development Committee of the Royal Academy of Engineering (London), Vice-Chairman of Zurich Insurance Group Ltd (Switzerland), member of the Governance and Appointments Committee and member of the Remuneration Committee, Chief Executive Officer of Kinon AG (Switzerland). Committee membership Member of the Audit and risks committee. Chairperson of the Investment committee and member of the Audit and risks committee and of the Governance and remunerations committee. Note: bold indicates the names of companies whose securities are listed on a regulated market. * An independent director within the meaning of the AFEP/MEDEF corporate governance Code. 8 Schneider Electric Notice of Meeting 2019
4 Mr. Willy R. Kissling Ms. Linda Knoll* Director of Schneider Electric SE Director of Schneider Electric SE Age: 74 years Age: 58 years Nationality: Swiss Nationality: American Business address: Poststrasse n° 4 BP 8808 Pfaeffikon, Business Address: Fiat Chrysler Automobiles, Switzerland 1000 Chrysler Drive, CIMS # 485-05-97 Auburn Hills, 1,600 Schneider Electric SE shares Michigan 48326, United States 1,000 Schneider Electric SE shares Experience and qualifications Willy R. Kissling, a Swiss citizen, holds diplomas from Linda Knoll holds a Bachelor of Science Degree in Business the Universities of Bern (Dr. Rer.pol) and Harvard (P.M.D). Administration from Central Michigan University. After a He has extensive experience and recognized expertise in career in the land systems division of General Dynamics, both CEO and director positions in multinational companies Ms. Knoll joined CNH Industrial in 1994 (Case Corporation at based in Switzerland, and particularly in the following fields: the time). She held various positions there, culminating in her construction and energy management technologies (acquired appointment to multiple senior management positions. as CEO of the former Landis&Gyr Ltd), information technology and vacuum processing (acquired as Chairman of Oerlikon In 1999, Ms. Knoll became Vice-President and General Bührle Ltd, which became OC Oerlikon Ltd), construction Manager of the Group’s Crop Production Global Product Line. materials (Holcim Ltd, Cement, Forbo Ltd Floring, Rigips From 2003 to 2005, she was Vice-President for North America GmbH, Gypsum), packaging (Chairman of SIG Ltd) and Agricultural Industrial Operations. She then served as Vice- logistics (acquired at Kühne&Nagel Ltd). Willy R. Kissling has President for Worldwide Agricultural Manufacturing until 2007, also been a member on various supervisory boards including managing 20 plants in 10 countries, before being appointed those of Pratt & Whitney and Booz Allen Hamilton. Executive Vice-President for Development of Agricultural Products. From 2007 to 2011, she represented CNH as a He began his career at Amiantus Corporation and then board member for the National Association of Manufacturers. joined Rigips, a plasterboard manufacturer, in 1978. He was Ms. Knoll was appointed CHRO in CNH Industrial and Fiat appointed to the Rigips Executive Committee in 1981 and Chrysler Automobiles in 2007 and 2011 respectively. In January subsequently became CEO. From 1987 to 1996, Mr. Willy 2019, Ms. Knoll stepped down from her CHRO position in CNH Kissling served as CEO of Landis&Gyr Corporation, a provider Industrial, dedicating her focus to Fiat Chrysler Automobiles. of services, systems and equipment for energy management, building control and payment systems for payphone operators. From 1998 to 2005 he was executive chairman of Oerlikon Bührle Holding AG (renamed OC Oerlikon Corp.). Term of office First appointed: 2001/Term ends: 2020 First appointed: 2014/Term ends: 2022 Current directorship Director of Schneider Electric SE Director of Schneider Electric SE Current external Other directorships or functions at listed company: appointments Chief Human Resources Officer and member of the Group Executive Council of Fiat Chrysler Automobiles N.V. (the Netherlands). Previous directorship Previous directorships and functions held in the past 5 years: Chief Human Resources Officer and member of the Group Executive Council of CNH Industrial N.V. (the Netherlands). Committee membership Member of the Audit and risks committee, of the Governance Chairperson of the Human Resources and CSR Committee and remunerations committee and of the Human Resources and member of the Governance and remunerations committee. and CSR committee. Note: bold indicates the names of companies whose securities are listed on a regulated market. * An independent director within the meaning of the AFEP/MEDEF corporate governance Code. Schneider Electric Notice of Meeting 2019 9
Corporate governance Ms. Xiaoyun Ma Director of Schneider Electric SE Age: 55 years Nationality: Chinese Business Address: 8F,Schneider Electric Building, No. 6, East WangJing Rd. Chaoyang District Beijing 100102, China 9,134 (1) Schneider Electric SE shares Experience and qualifications Graduated from top Chinese universities and holding China Certificate of Public Accountant, Ms. Xiaoyun Ma started her career as a finance professional at an audit firm (PWC). She joined Schneider Electric in 1997 as the controller of Schneider (Beijing) Medium Voltage Co., Ltd. in Beijing China. Since then, she has worked in many different controller and CFO positions, covering manufacturing, supply chain and front office, in the China and Asia Pacific zone, while getting an MBA from New York University in 2004. She is currently the CFO for Schneider’s China Operations, in charge of China daily finance operations, organization simplification and internal digital transformation. She has also been a director of about 40 Chinese companies and Asia Pacific entities within the Group in the past 10 years. Term of office First appointed: 2017/Term ends: 2021 Current directorship Director of Schneider Electric SE Current external Other directorships or functions within Schneider Electric Group: appointments Chairman of the board of directors of Schneider Electric IT (China) Co., Ltd. (China); Vice Chairman of the board of directors of Schneider Electric (Xiamen) Switchgear Co., Ltd., Schneider Electric (Xiamen) Switchgear Equipment Co., Ltd. (China); Citic Schneider Smart Building Technology (Beijing) Co., Ltd., Beijing BipBop Efficiency and Automation Application Technology Center (China); Director of Full Excel (Hong Kong) Limited (Hong Kong), Schneider Electric (China) Co., Ltd., Tianjin Merlin Gerin Co., Ltd., Schneider Shanghai Power Distribution Electrical Apparatus Co., Ltd., Schneider Shanghai Low Voltage Terminal Apparatus Co., Ltd., Schneider Shanghai Industrial Control Co., Ltd., Schneider Busway (Guangzhou) Ltd., Schneider (Beijing) Medium Voltage Co., Ltd., Schneider (Beijing) Medium and Low Voltage Co., Ltd., Schneider Merlin Gerin Low Voltage (Tianjin) Co., Ltd., Schneider (Suzhou) Transformer Co., Ltd., Schneider Shanghai Apparatus Parts Manufacturing Co., Ltd., Schneider Great Wall Engineering (Beijing) Co., Ltd., Schneider Wingoal (Tianjin) Electric Equipment Co., Ltd., Shanghai ASCO Electric Technology Co., Ltd. (formerly known as Schneider Automation Solutions (Shanghai) Co., Ltd.), Schneider (Shaanxi) Baoguang Electric Apparatus Co., Ltd., Clipsal Manufacturing (Huizhou) Co., Ltd., Shanghai Schneider Electric Power Automation Co., Ltd., Schneider Switchgear (Suzhou) Co., Ltd., Telvent-BBS High & New Tech (Beijing) Co., Ltd., Beijing Leader Harvest Electric Technologies Co., Ltd., Schneider Electric Equipment and Engineering (Xi’an) Co., Ltd., Shanghai Foxboro Co., Ltd., Shanghai Invensys Process Systems Co., Ltd.; Schneider Smart Technology Co., Ltd., Wingoal Nirvana (Suzhou) Low Voltage Electric Equipment Co., Ltd. (China), Supervisor of Zircon Investment Shanghai Co., Ltd. (China); Executive director of Beijing Leader Harvest Energy Efficiency Investment Co., Ltd. (China). Other directorships or functions outside Schneider Electric Group: Vice Chairman of the board of directors of Sunten Electric Equipment Co., Ltd. (China). Previous directorship Previous directorships and functions held in the past 5 years: Chairman of the board of Merten (Shanghai) Electric Technology Co. Ltd., Citect Control Systems (Shanghai) Co., Ltd., RAM Electronic Technology and Control (Wuxi) Co., Ltd., Beijing Chino Harvest Wind Power Technology Co., Ltd., Director of Pelco (Shanghai) Trading Co., Ltd., Schneider (Suzhou) Drives Co.,Ltd., Schneider Electric Manufacturing (Chongqing) Co., Ltd., Schneider Electric Manufacturing (Wuhan) Co., Ltd., Shanghai East Best & Lansheng Smart Technology Co., Ltd., Schneider Electric Trading (Wuhan) Co., Ltd., Tevent Control Systems (China) Co., Ltd., Schneider Automation & Control Systems (Shanghai) Co., Ltd., Ennovation Systems Control Co., Ltd. (China). Committee membership Member of the Human Resources and CSR committee and of the Investment committee. Note: bold indicates the names of companies whose securities are listed on a regulated market. (1) Held directly or through the FCPE. 10 Schneider Electric Notice of Meeting 2019
4 Mr. Patrick Montier Ms. Fleur Pellerin* Director of Schneider Electric SE Director of Schneider Electric SE Age: 62 years Age: 45 years Nationality: French Nationality: French Business Address: Zac de la chantrerie, Route de Gachet, Business address: Korelya Capital, 87 rue Réaumur, BP 80701, 44307 Nantes cedex 3, France 75002 Paris, France 4,140(1) Schneider Electric SE shares 1,000 Schneider Electric SE shares Experience and qualifications Graduated from the Institute of Business Administration Ms. Fleur Pellerin graduated from the Ecole Supérieure des of the University of Nantes (France), Patrick Montier began Sciences Economiques et Commerciale (ESSEC), the Paris his career at Schneider Electric in 1978 as a Business Institut d’Etudes Politiques (IEP-Sciences-Po), and the Ecole Engineer of the applications and systems department. Nationale d’Administration (ENA). In 1986, he joined France Country organization and contributed to the development of business activities in She became a magistrate at the Court of Auditors in the early the instrumentation and automation fields and in regional 2000s. In addition, she worked for the United Nations as marketing as project manager for launching new offers. an external auditor. In 2007, she joined “Club XXIe Siècle”, In 1999, he was appointed regional executive of the France a not-for-profit association dedicated to diversity and equal Training Institute in charge of relations with educational opportunities, and served as its president between 2010 and institutions (universities, engineering schools, academies). 2012. She took over as French Minister for SMEs, Innovation Since 2010, he has been in charge of partnerships with and Digital Economy in 2012 where she launched a program organizations imparting vocational training. Meanwhile, in for the development of French startups referred to as “French 2003 he joined the trade union Force Ouvrière and became its Tech”. In April 2014 she was appointed Secretary of State Group deputy coordinator in 2010 until the end of January 2017. for Foreign Trade, Tourism Development and French people In September 2017, he was designated director representing residing abroad, a position that she held till August 2014. the employees of Schneider Electric SE. Additionally, Fleur Pellerin is a lecturer at the ENA and was a Director of the Public Sénat channel from 2011-2012. In 2016 she left politics and founded Korelya Capital, an investment fund with €200 million in funding which promotes and supports investments in technology start-ups in France and in Europe. Term of office First appointed: 2017/Term ends: 2021 First appointed: 2018/Term ends: 2022 Current directorship Director of Schneider Electric SE Director of Schneider Electric SE. Current external Other directorships or functions at a listed company: appointments Member of the Supervisory Board of KLM (the Netherlands). Other directorships or functions: Director and CEO of Korelya Consulting, Korelya Capital, Korelya Fondateurs (France), Director or Observer of Devialet, Snips, Ledger and Naver France (France), Member of the Strategic consultative committee of Talan (France); Member of the board or supervisory committee of following Associations: Canneseries, Institut Montaigne, Fonds de dotation du Musée du Louvre and France Digitale (France). Previous directorship Previous directorships and functions held in the past Previous directorships and functions held in the past 5 years: 5 years: Regional Chairman (Loire) of AFDET association (French Minister for Foreign Trade and Tourism (2014). Association for Technical Education Development a non-profit association as per the French Law of 1901), representative of the Central Works Council at the Board of Directors of Schneider Electric Industries SAS, director of CAPRA Prévoyance. Committee membership Member of the Investment committee. Member of the Audit and risks committee, of the Human Resources and CSR committee and of the Digital Committee. Note: bold indicates the names of companies whose securities are listed on a regulated market. * An independent director within the meaning of the AFEP/MEDEF corporate governance Code. (1) Held directly or through the FCPE. Schneider Electric Notice of Meeting 2019 11
Corporate governance Mr. Anders Runevad* Mr. Gregory Spierkel* Director of Schneider Electric SE Director of Schneider Electric SE Age: 58 years Age: 62 years Nationality: Swedish Nationality: Canadian Business Address: Vestas Wind Systems A/S, Hedeager 42, Business Address: 325 Weymouth Place, Newport Beach, 8200 Aarhus N, Denmark California, United States 1,000 Schneider Electric SE shares 1,000 Schneider Electric SE shares Experience and qualifications Anders Runevad holds a Master of Science Degree in Electrical Mr. Spierkel holds a Bachelor’s degree in Commerce from Engineering from the University of Lund (Sweden), where he Carleton University (Ottawa) and a Master’s Degree in Business also studied business and economy. Administration from Georgetown University. He also attended the Advanced Manufacturing program at INSEAD. He joined Ericsson in 1984 as a Design Engineer before assuming roles in R&D, Product Management, Marketing Mr. Spierkel began his career working for Bell Canada in sales and Sales in Sweden and abroad (Singapore and the U.S.). and product development, followed by a period with Nortel He then held various management positions at Ericsson in Inc. in market research. For 4 years, he served as Managing different countries (Sweden, Singapore, US, Brazil and UK). Director of Mitel Telecom with responsibilities over Europe and In 1998 he was appointed President Ericsson Singapore. Asia. He then spent 5 years at Mitel Corp. where he served as From 2000 to 2004 he served as Vice-president Sales and President of North America and President of Global Sales and Marketing, Ericsson Mobile Communications AB. In 2004 Marketing. In August 1997, he joined Ingram Micro as a Senior he was appointed President of Ericsson Brazil, where he Vice-President Asia-Pacific. In June 1999, he was appointed was responsible for Ericsson’s overall telecommunications as Executive Vice-president and President of Ingram Micro infrastructure and service business. From 2007 until 2010 he Europe. He was promoted to President of the Ingram Micro Inc. served as Executive Vice-president, and director of the board group in 2004, before assuming the role of CEO of Ingram Micro at Sony Ericsson Mobile Communications AB. He then became Inc. in 2005. He retained this position, and his seat on the board President of Western & Central Europe at Telefonaktiebolaget of directors, until his departure in 2012. Since 2012, Mr. Spierkel LM Ericsson (public company) in 2010. In 2013, he left Ericsson has been providing advisory and consulting services to private to join Vestas Wind Systems A/S as Chief Executive Officer and equity firms with investments in the information technology Group President, a position he still holds. He also serves as a sector. Director of Nilfisk Holding A/S (former division of NKT A/S). Term of office First appointed: 2018/Term ends: 2022 First appointed: 2015/Term ends: 2019 Current directorship Director of Schneider Electric SE Director of Schneider Electric SE Current external Other directorships or functions at listed companies: Other directorships or functions at listed companies: appointments President & CEO of Vestas Wind Systems A/S (Denmark), Director of MGM Resorts International (USA), Chairman of the Director of Nilfisk Holding A/S (Denmark). Audit Committee and member of the Governance Committee; Director of PACCAR Inc. (USA), Chairman of the Compensation Other directorships or functions: Committee and member of the Audit Committee. Chairman of the Board of MHI Vestas Offshore Wind (Denmark) and various Vestas Wind Systems A/S subsidiaries. Other directorships or functions: Member of McLaren Advisory Group (McLaren Technology Positions of trust: Group) (United Kingdom), Advisor at cybersecurity firm Member of the General Council of the Confederation of Danish Cylance (USA). Industry; member of the Industrial Policy Committee of the Confederation of Danish Industry. Previous directorship Previous directorships and functions held in the past Previous directorships and functions held in the past 5 years: 5 years: Director of NKT A/S (end 2018). Non-voting director of Schneider Electric SE. Committee membership Member of the Investment committee. Chairperson of the Digital committee and member of the Governance and remunerations committee and of the Investment committee. Note: bold indicates the names of companies whose securities are listed on a regulated market. * An independent director within the meaning of the AFEP/MEDEF corporate governance Code. 12 Schneider Electric Notice of Meeting 2019
4 Non-voting member Mr. Lip-Bu Tan Non-voting member Age: 59 years Nationality: American Business Address: One California Street, Suite 1750, San Francisco, CA 94111, United States Experience and qualifications Lip-Bu Tan holds a Master of Science in Nuclear Engineering from the Massachusetts Institute of Technology, an MBA from the San Francisco University and a Bachelor of Science degree from the Nanyang University of Singapore. Mr. Tan is currently CEO and board member of Cadence Design Systems, Inc., position that he has been holding since 2009 and 2004 respectively. He also serves as Chairperson of Walden International, a venture capital firm he founded in 1987. Prior to founding Walden, he was Vice-president of Chappell & Co. and held management positions at EDS Nuclear and ECHO Energy. He has been an independent member of the board of Hewlett Packard Enterprise Co. since November 2015 and a board member of Aquantia since March 2015, position that he will leave at the end of its term in June 2019. Term of office Co-optation as non-voting director: October 2018 Candidate for election: April 2019 Current directorship Non-voting director of Schneider Electric SE Current external Other directorships or functions at listed companies: appointments Board member of Hewlett Packard Enterprise (USA) and Aquantia Corporation (USA). Other directorships or functions: Board member of Advanced Micro-Fabrication Equipment Inc (Shanghai), Habana Labs Ltd. (Israel), CNEX Labs, Inc. (USA), Fungible, Inc. (USA), Innovium, Inc. (USA), Komprise (USA), RF Pixels, Inc.(USA), Tagore Technology, Inc. (USA), LightBits Labs (Israel), Oryx Vision (Israel), Proteantecs (Israel), Rosetal System Information Ltd. (dba Localize) (Israel), Vayyar Imaging (Israel), WekaIO, LTD (Israel), HiDeep, Inc. (South Korea), Silicon Mitus, Inc. (south Korea), SambaNova Systems, Inc. (USA), Board of The Electronic System Design Alliance (ESD Alliance), Member of the Board of Trustees and the School of Engineering Dean’s Council at Carnegie Mellon University (CMU), Global Advisory Board Member of METI Japan, Member of the Board of Global Semiconductor Alliance (GSA), Member of The Business Council and Committee 100. Previous directorship Previous directorships and functions held in the past 5 years: Board member of Semiconductor Manufacturing International Corporation (China), SINA Corporation (China), Quantenna Communications, Inc. (USA), Ambarella Inc. (USA). Committee membership Member of the Investment committee and of the Digital committee. Note: bold indicates the names of companies whose securities are listed on a regulated market. Schneider Electric Notice of Meeting 2019 13
Corporate governance Board activities The board of directors devoted most of its activities to the Company’s corporate governance, strategy and its implementation, reviewing operations and the annual and interim financial statements, which it approved, and preparing the Annual Shareholders’ Meeting. Attendance The board held 9 meetings in 2018. The meetings lasted 5 hours on average with an average participation rate of directors of almost: Directors’ average participation rate 95% Nine directors have an attendance rate of 100% and none have an attendance rate less than 83% as shown in the chart hereafter summarizing the directors’ individual attendance at board’s meetings: Director Attendance rate Mr. Jean-Pascal Tricoire – Chairman 100% Mr. Léo Apotheker – Vice-chairman independent lead director 100% Ms. Betsy Atkins 89% Ms. Cécile Cabanis 100% Mr. Antoine Gosset-Grainville 100% Mr. Fred Kindle 100% Mr. Willy Kissling 100% Ms. Linda Knoll 89% Ms. Xiaoyun Ma 89% Mr. Patrick Montier 100% Ms. Fleur Pellerin (1) 83% Mr. Anders Runevad (1) 100% Mr. Gregory Spierkel 100% (1) Since April 24, 2018, term start date. During their first year in office, new directors may face legitimate difficulties being available to attend the board meetings given that the schedule of board meetings was set before them joining the board. All absences were valid and excused. 14 Schneider Electric Notice of Meeting 2019
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